Independent
Tenure on this board
0.3 yrs
11 nominees · 3 ballot items.
Elect 11 Director nominees for one-year terms; ratify Deloitte & Touche LLP as MetLife’s independent auditor for 2026; and an advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers.
Elect 11 Director nominees named in this Proxy Statement, each for a one-year term.
Ratify the appointment of Deloitte & Touche LLP as MetLife’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) approval of the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement.
This non-binding "say-on-pay" proposal asks shareholders to approve the compensation disclosed for MetLife’s Named Executive Officers, including the Compensation Discussion and Analysis, tables and narrative. Management seeks shareholder endorsement to validate its pay-for-performance approach under the New Frontier strategy, emphasizing variable compensation and long-term incentives that align executives with shareholder returns. The Compensation Committee highlights that the majority of executive pay is performance-based, with approximately 70% of long-term incentives granted as Performance Shares tied to three-year TSR relative to peers and Adjusted ROE versus Business Plan goals, and that annual incentives (AVIP) are funded based principally on Adjusted Earnings with collars to limit VII volatility. The Board recommends a FOR vote, arguing the program promotes responsible growth, links pay to measurable financial and strategic goals, and contains governance features such as clawbacks, ownership guidelines, and hedging/pledging prohibitions to mitigate excessive risk-taking. MetLife notes strong historical shareholder support and active engagement with investors and proxy advisory firms; the Compensation Committee will consider the vote outcome in future program design, though the vote is advisory and non-binding. The proposal’s practical effect is to provide feedback to the Board rather than to change compensation directly; a negative result would prompt the Committee to increase shareholder engagement and potentially adjust program features. Given the Company’s recent strategic actions (e.g., resegmentation, acquisitions, reinsurance transactions) and the use of multi-year performance metrics, the Board frames the program as calibrated to reward durable value creation rather than short-term gains. Investors evaluating the proposal should weigh the non-binding nature of the vote, the specificity of performance metrics, historical vote outcomes, and whether the disclosed compensation outcomes reflect sustained alignment with shareholder returns and risk management practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 7.94% | 51,114,776 | $3.6B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.57% | 35,856,817 | $2.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.79% | 30,813,441 | $2.2B |
| 4 | STATE STREET CORP | 3.92% | 25,220,389 | $1.8B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.42% | 21,991,929 | $1.6B |
| 6 | BlackRock, Inc. | 2.92% | 18,776,222 | $1.3B |
| 7 | BlackRock, Inc. | 1.92% | 12,332,801 | $872M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.78% | 11,472,218 | $817M |
| 9 | PZENA INVESTMENT MANAGEMENT LLC | 1.73% | 11,110,307 | $786M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.97% | 6,250,607 | $442M |
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